“Applicable law” refers to the laws currently in force in the state of Delaware, United States which shall govern this agreement.
“Site” means this website, all related webpages, and all related websites operated by affiliates or divisions of StellNet Systems, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
“Service” and “Services” refer to the online software services and other business–related services and Support offered through StellGuardBase from time to time.
“Subscriber” refers to any person who maintains an account with us and utilizes our Services.
“Support” means technical support and assistance provided to users by StellNet Systems.
“StellNet Systems”, “we”, “us” and “our” shall refer to StellNet Systems Integration Corp. and all its affiliates and subsidiaries.
“StellGuardBase” means the Site and all mobile applications and other applications which provide access to the Services offered by StellNet Systems and its affiliates from time to time.
“StellNet Systems Parties” includes StellNet Systems Integration Corp., its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
“You” and “user” shall refer to any person who visits the Site or uses StellGuardBase and includes a subscriber and its employees and agents.
“Dealer” Administrator Company account/user assign to Fire Alarm Company. Who is responsible for payments to Stellguardbase for the Stellguardbase use.
“Price Plan” Amount to be paid for the monthly use of our software service.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Service. Communications include but are not limited to:
transaction receipts or confirmations;
communication in relation to delinquent accounts (which may also be by phone, and may be made by StellNet Systems or by anyone on its behalf, including a third-party collection agent);
We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.
You may provide access to StellGuardBase to authorized users (e.g Technicians, accounting department, Building owners, Building Managers, Superintendents, etc) An authorized user is someone designated by you via StellGuardBase tenant functionality available in StellGuardBase. Such authorized users may have access to information about your company and perform various tasks as instructed by you which include but are not limited to creating invoices, Resolving tickets, editing jobs, and any other lawful tasks that you may prescribe. If you administer your StellGuardBase account on behalf of a business or corporation, you represent and warrant that you have the right to provide access.
StellNet Systems may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. StellNet Systems may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of StellGuardBase or the Services whatsoever is to discontinue using StellGuardBase and the Services.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using StellGuardBase or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your website and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of StellGuardBase and the Services. StellNet Systems accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using StellGuardBase or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.
StellNet Systems may require you to assist with any requests by the individual to access or update their information, and you agree to do so.
You agree to use StellGuardBase and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the StellNet Systems Parties from any loss or liability whatsoever that you may incur as a result of someone other than you are using your username, password or account, either with or without your knowledge. You agree to indemnify the Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by Us on Your behalf. “Cardholder Data” is defined as being the cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. StellNet Systems has developed strict security features to protect Cardholder Data, and as such it is required that this data only be used in anticipated ways and stored in appropriate places.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN STELLGUARDBASE, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where StellGuardBase explicitly requests such data be entered into such fields).
Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store cardholder data in fields with labels such as ‘task’, ’comments’ or anywhere else, unless where appropriate fields are shown. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in StellGuardBase. You assume all responsibility for any cardholder data entered into StellGuardBase in violation of this Agreement.
StellNet Systems and its Affiliates along with its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using StellGuardBase and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within StellGuardBase constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using StellGuardBase by a user or otherwise provided for accessing StellGuardBase on the user’s behalf shall at all material times remain the property of the user. The user hereby grants to StellGuardBase a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with StellGuardBase and the Services for uses related to the delivery of the Services.
Materials on and relating to StellGuardBase, including the content of StellGuardBase and any software downloaded from StellGuardBase, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, StellNet Systems reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of StellGuardBase or any content therefrom without StellNet Systems express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to StellGuardBase.
Notwithstanding the above, you may be subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:
No screenshot may be used from any beta version of StellGuardBase unless it has been commercially released to the public ONLY by StellNet Systems
the use is for illustrative purposes;
the use may not imply any endorsement or affiliation by or with StellGuardBase
the screenshot does not contain any commentary which may appear to have been attributable to us;
the screenshot does not contain any third party content; and
StellNet Systems has rights to several trade-marks which it uses in connection with the operation of StellGuardBase. StellNet Systems does not grant the users any right or license to use StellNet Systems trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall be permitted to upload material into StellGuardBase that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use StellGuardBase and the Services in a manner which could block access to, impair, damage or otherwise disable StellGuardBase or any of our servers. You may not attempt to gain unauthorized access to StellGuardBase or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to StellGuardBase in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on StellGuardBase, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize StellGuardBase under false pretenses.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE STELLNET SYSTEMS PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF STELLGUARDBASE AND ITS SERVICES AND ANY RELATED APPLICATIONS; (III) THE USE OF ANY SOFTWARE RELATED TO STELLGUARDBASE; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF STELLGUARDBASE AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, STELLGUARDBASE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
StellNet Systems may terminate this agreement and your use of StellGuardBase at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use Stellguardbase on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement.
You may also terminate this agreement by following the “Close your StellGuardBase Account” instructions found on your Account page. Closing your account will take effect on the last day of your current billing cycle. You understand that any remaining days on your billing cycle, after closing your account, are not eligible for a refund.
Upon such termination, you must immediately cease using Stellguardbase indefinitely. We may at our option immediately block your access to StellGuardBase as well as other accounts associated with your company.
Diagnostic and Usage Data. If you choose to allow diagnostic and usage collection, you agree that StellNet and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your computer, system and application software, and peripherals, that is gathered periodically to provide and improve StellNet’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the StellNet Software, and to verify compliance with the terms of this License. You may change your preferences for diagnostic and usage collection at any time by clicking on “Account details” in the StellNet Software and deselecting the checkbox. StellNet may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above.
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Some of the functionality of the Services and StellGuardBase interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using StellGuardBase and the Services.
You acknowledge that such sites and services are completely independent of StellGuardBase and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. You acknowledge that any use of the products and services offered by such third party services providers (e.g. for the purposes of payment processing) ) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of StellGuardBase. The availability of such third party services in connection with StellGuardBase does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
You understand that StellGuardBase is a monthly prepaid service and Price and features descriptions are available in our website. You acknowledge that Stellguardbase offers different type of price plans, and that it is up to you to choose the appropriate plan for your company. Subscribers using Basic plan acknowledge basic plan is available for 6 months from the time of registration. After this time, users who wish to continue using StellGuardBase must select a plan other than Basic subscription plan, for which they must pay.
As part of registration, to begin using StellGuardBase subscribers are charged for the selected plan price. StellGuardBase will Bill monthly and Billing cycle will start on the date of registration and end 30 days after. Subscriber understands and accepts responsibility for Payment of StellGuardBase service due at the beginning of the Billing Cycle. The Amount due will be automatically charged to the Credit card or Debit Card on file.
For users previously on basic plan, that are now on a paid-plan. Billing cycle will start on the date subscriber changed to a paid-plan.
In the unfortunate case that StellGuardBase cannot charge the amount due to the credit card or debit card on file, we will notify you and try again the next business day. If the same problem persists we will put your account on hold, until you update your payment method. You Acknowledge that charging your credit card or debit card date does not constitute a change in your billing cycle, and your billing cycle will be the same until you terminate the use of StellGuardBase software or at StellGuardBase discretion.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of Delaware, USA. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Delaware, USA.. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of Delaware, USA.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only.
The Services offered by StellGuardBase allow subscribers to: direct StellGuardBase to access and retrieve locations maintained online by third party institutions (e.g. maps), use third party service providers to make payments on the subscriber’s behalf. StellNet Systems may but is not obligated to review this information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information required by us or any third party service providers in connection with any of the Services.
You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of StellGuardBase and access to the Services. You understand and agree that the you are liable for unauthorized use of your account.
You acknowledge and agree that you will only use StellGuardBase and the Services for business purposes and not for personal, family or household purposes.
No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.
The use of certain Additional Services are subject to and governed by additional terms of service (i.e. the Specific Additional Service Terms, noted in the recitals at the beginning of this agreement). If you use any of the Services listed immediately below, the linked Specific Additional Service Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.
Stripe Terms: Terms of Service If your processing of credit card payments is powered by Stripe, you’re bound by their Terms of Service.
Some of the content provided on StellGuardBase from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through StellGuardBase, you may notify StellNet Systems Copyright Agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which StellNet Systems may then forward to the alleged infringer:
identification of the copyrighted material that you believe has been infringed;
identification of the allegedly infringing material on StellGuardBase, with sufficient detail to enable us to locate it on StellGuardBase;
your address, telephone number and email address;
a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
provide your or your agent’s physical signature.
You may provide this information in writing to the following Designated Agent:
Attention: DMCA Office Agent
StellNet Systems Integration Corp.
1521 W. Concord Pike Ste#301
Upon receiving your complaint, StellNet Systems may remove content that you believe infringes your copyright.
Procedure for Counter-Notification: If material that you have posted to StellGuardBase has been taken down, you may file a counter-notification by contacting StellNet Systems copyright agent, who can be reached here, Attention: Copyright Agent, which counter-notification must contain the following details:
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
Your name, address and telephone number;
A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
Your physical signature.
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY’S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER’S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).
If you choose to allow diagnostic and usage collection, you agree that StellNet and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your computer, system and application software, and peripherals, that is gathered periodically to provide and improve StellNet’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the StellNet Software, and to verify compliance with the terms of this License. You may change your preferences for diagnostic and usage collection at any time by clicking on “Account details” in the StellNet Software and deselecting the checkbox. StellNet may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above.